1. Eligibility: Samsung Rewards Upgrade Offer (the "Offer") is open to Samsung Rewards members who are legal residents of the 50 United States, including D.C., who are at least eighteen (18) years old or older and qualify pursuant to these Terms and Conditions. Samsung Rewards member must have a balance of at least 1 Samsung Rewards Point in their Samsung Rewards account to receive Offer Points (as defined in Section 3). “Offer Points” are not Samsung Rewards Points. This is not a trade-in program. You do not need to own a Galaxy device to participate. Offer is void where prohibited or restricted by law. Eligible individuals are each, a “Participant,” collectively the “Participants” (and may also be referred to throughout these Terms and Conditions as “you” or “your”).

2. Timing: Enrollment for this Offer begins on April 23, 2019 at 2:00 p.m. Pacific Time ("PT") and ends on June 29, 2019 at 2:00 p.m. PT or while supplies last (the "Offer Period"). Offer must be redeemed by June 30, 2019 at 2:00 p.m. PT. Sponsor’s server is the official time-keeping device for the Offer.

3. Offer Points: Offer Points are a limited use promotional credit that may be used to reduce the purchase price of an “Eligible Samsung Galaxy Device” as set forth in Section 5 (“Offer Points”). Offer Points are not Samsung Rewards Points. Offer Points have no value other than as described in these Terms and Conditions. Offer Points do not constitute property, have no cash value, and are not redeemable for cash. Offer Points are not transferable or assignable for any reason. The sale or transfer of Offer Points is strictly prohibited. Offer Points will expire after June 30, 2019 at 2:00 p.m. PT.

4. How to Participate in Offer: Participants must take the following actions during the Offer Period:

a) To enroll in this offer, either follow the links advertising this Samsung Rewards Upgrade Offer within the Samsung Pay application or on SamsungRewards.com. You must be logged into your Samsung Rewards account. If you have not yet joined, you can do so at no cost. You must create a Samsung Account (subject to its Terms & Conditions and Privacy Policy) and then enroll in Samsung Rewards (subject to its Terms and Conditions).

b) Follow the links and instructions to opt in to this Offer by agreeing to these Terms and Conditions.

c) The number of Offer Points offered will be equal to four times your current Samsung Rewards Points balance, up to a maximum of 40,000 Offer Points. The number of Offer Points fluctuate based on your current Samsung Reward Point balance, and is viewable when logged into your Samsung Rewards account within Samsung.com or the Shop Samsung application.

d) Offer Points are NOT Samsung Rewards Points.

a) Redeem only on Samsung.com or the Shop Samsung application;

b) Log into your Samsung Rewards account;

c) You may redeem your Offer Points to reduce the purchase price of one (1) of the following select Samsung Galaxy “S10” devices: S10, S10+, S10e and S10 5G (each an “Eligible Samsung Galaxy Device”). Each Offer Point can be redeemed for a reduction of $0.005 off the purchase price of an Eligible Samsung Galaxy Device; and

d) Redemption of Offer Points is only permitted when “Pay in Full” option is selected in connection with the purchase of an Eligible Samsung Galaxy Device (collectively, an “Eligible Purchase Transaction”).

Additional Redemption Limitations and Allowances: Offer Points may be used in only one (1) Eligible Purchase Transaction. While Offer Points are not Samsung Rewards Points, Participant may combine the Offer Points and Samsung Rewards Points towards an Eligible Purchase Transaction. Participant may combine this Offer with other Offers on Samsung.com or Shop Samsung application. No requests for a price reduction equivalent to the value provided by the Offer Points will be authorized where Participant failed to enroll in this

Offer before making an Eligible Purchase Transaction. To the extent that you may return a purchased Eligible Samsung Galaxy Device, no Offer Points will be returned.

6. Sponsor: Samsung Electronics America, Inc., 85 Challenger Rd., Ridgefield Park, NJ 07660.

7. Participant's Personal Information: Information collected by Sponsor from Participants in this Offer is subject to Sponsor’s Privacy Policy and where applicable the Samsung Pay Privacy Notice.

8. Release: By receipt of the Offer Points, Participant agrees to release and hold harmless Sponsor, and its respective subsidiaries, affiliates, suppliers, distributors, advertising/promotion, agents, and offer suppliers, and each of their respective parent companies and each such entity’s officers, directors, employees and agents (collectively, the “Released Parties”) from and against any claim or cause of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of participation in the Offer or receipt or use or misuse of the Offer Points.

PARTICIPANTS FURTHER UNDERSTAND AND AGREE THAT IF PARTICIPANT IS A RESIDENT OF CALIFORNIA, ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA ARE HEREBY EXPRESSLY WAIVED. SECTION 1542 READS AS FOLLOWS: “CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A RESIDENT OF CALIFORNIA, YOU WAIVE ALL RIGHTS UNDER ANY LAW SIMILAR TO SECTION 1542 THAT MAY EXIST IN YOUR STATE OF RESIDENCE.

9. Disclaimer: Participant acknowledges that the Offer Points are provided by Sponsor on an “as is” basis with no warranty of any kind. SPONSOR DISCLAIMS ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

10. General Conditions: Sponsor reserves the right to cancel, suspend and/or modify the Offer, or any part of it, if any fraud, technical failures, human error or any other factor impairs the integrity or proper functioning of the Offer, as determined by Sponsor in its sole discretion. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the operation of the Offer or to be acting in violation of these Terms and Conditions in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately undermine the legitimate operation of the Offer may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor’s failure to enforce any term of these Terms and Conditions shall not constitute a waiver of that provision.

11. Limitations of Liability: The Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by Participants, printing errors or by any of the equipment or programming associated with or utilized in the Offer; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the operation of the Offer; (4) technical or human error which may occur in the administration of processing the Offer Points or processing of Eligible Purchase Transactions of Participants; or (5) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from participation in the Offer or receipt or use or misuse of any Offer Points.

IN NO EVENT SHALL RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF ANY OR ALL OF THE FOREGOING OR ANY OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS THAT PARTICIPANT HEREBY WAIVES ANY AND ALL RIGHTS TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES OR LOST PROFITS FROM THE RELEASED PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPONSOR’S AND THE RELEASED PARTIES’ CUMULATIVE LIABILITY TO PARTICIPANT ARISING FROM ANY CAUSE OF ACTION WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) YOUR ACTUAL LOSS; OR (B) $1,000. THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

12. Disputes: Except where prohibited, Participant agrees that any and all disputes, claims and causes of action arising out of or connected with this Offer or any Offer Points awarded shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court in New York or an appropriate New York State Court. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, or the rights and obligations of the Participant and Released Parties in connection with the Offer, shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

13. Participant's Personal Information: Information collected from participation is subject to the Samsung Pay Privacy Notice and the privacy policy associated with creating a Samsung Account: https://account.samsung.com/membership/pp.

14. Samsung Rewards Program Terms & Conditions: The Terms and Conditions of the Samsung Rewards Program including those relating to Samsung Reward Point use, redemptions and expiration are incorporated herein by reference. Where a conflict between the Samsung Rewards Program Terms & Conditions and the Offer Terms and Conditions exists, the Offer Terms and Conditions will govern.

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